Annual general meeting meaning

This overview sets out and contrasts key provisions of the Companies Act 2006 (CA 2006) concerning members’ rights at general meetings (GMs), including annual general meetings (AGMs). For fuller guidance, see Practice Note: General meetings (including AGMs)—members’ rights. Requisition a GM and include proposed text of a resolution to be moved (CA 2006, s 303) Applicable companies: All companies. Meeting type: GM. Voting requirement: Minimum 5% of paid-up capital with voting rights at the meeting. Limits: The request must outline the general nature of the business and may set out the wording of a resolution that can properly be proposed. Requests can be sent in hard copy or electronically and must be authenticated. A resolution cannot be moved if it is ineffective, defamatory, frivolous or vexatious. Action: Directors must convene a GM within 21 days, with the meeting held no later than 28 days after notice (CA 2006, s 304). If directors do not comply, members may call the meeting within three...

Who is entitled to receive notice of general meeting or annual general meeting? Notice of a general meeting (GM) or an annual general meeting (AGM) must be given to: every member of the company, meaning those listed on the register of members (including anyone entitled to a share as a result of a member’s death or bankruptcy, where the company has been informed of that entitlement) each director of the company the company’s auditors Check the company’s articles in particular for provisions relating to: issuing notices to joint, untraceable or overseas shareholders cut-off dates by which a person must be entered on the register of members to receive a notice...

This checklist sets out the requirements for preparing for a company’s general meeting (GM) or annual general meeting (AGM). It is intended for both practitioners and company secretaries and applies to private and public limited companies, whether listed or unlisted. It addresses calling a GM or AGM, including the members’ and the court’s powers to call a meeting, notice requirements, practical preparatory steps, and a company secretary’s checklist of actions to take for the meeting. Holding hybrid GMs and AGMs Since the COVID-19 pandemic, many companies have enabled remote participation at meetings, typically by amending their articles to permit remote attendance, inclusion within the quorum, and the ability to vote by participants at such meetings, accordingly. For further details, see Practice Note: Holding entirely virtual or hybrid general meetings and AGMs...

View or print a full-size PDF version:...

View or print a full-size PDF version:...

Print or view a full-size PDF version:...

In this issue: Corporate governance Tax treatment HMRC Manuals tracker Dates for your diary Weekly highlights from other practice areas Corporate governance Babcock suffers investor dissent over executive pay FTSE 100–listed Babcock International Group PLC faced significant shareholder resistance to its executive remuneration at this week’s general meeting. Over 32% of votes went against the Directors’ Remuneration Policy, and more than 32% also opposed amendments to the performance share plan (PSP), though in each instance a majority of those voting backed the resolutions. Under the plans, the PSP—which delivers annual equity awards that vest after three years based on a scorecard of performance targets—would gain an additional absolute Total Shareholder Return (TSR) ‘kicker’ for awards granted from the 2026 financial year. Consequently, once the existing ‘core’ scorecard has determined vesting of the current ‘core’ opportunities (set at 250% and 200% of salary for the CEO and CFO, respectively), a further multiplier, linked to the company’s absolute TSR,...

In this issue: Key developments and horizon scanning Repairing obligations and dilapidations Residential tenancies Service charges Rent and rates Disputes and remedies Neighbour disputes Enfranchisement and right to manage Contractual issues Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Key developments and horizon scanning The Renters’ Rights Act 2025—SDLT The Renters’ Rights Act 2025 is intended to bring in tenant-favourable reforms, yet recent reporting has stressed that the roll-out of assured periodic tenancies may result in SDLT becoming payable on rent for some tenants in the years ahead. While these SDLT provisions are long-standing, general awareness remains limited. Andrew Kerr and Ella Perrett of Burges Salmon assess the position. See News Analysis: The Renters’ Rights Act 2025–SDLT. Repairing obligations and dilapidations ...

Brexit highlights In this issue: Brexit highlights Brexit SIs Post-Brexit transition guidance Constitutional and administrative law Public procurement Judicial review Information law Subsidy control and State aid State security and intelligence State accountability and liability Other Public Law news LexTalk®Public Law: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information HM Treasury and European Commission publish joint statement on Withdrawal Agreement payments HM Treasury and the European Commission issued a joint update confirming ongoing progress on the Withdrawal Agreement’s financial settlement after the eleventh meeting of the Specialised Committee on Financial Provisions on 25 June 2025. The UK and the EU exchanged updates on work within the Committee’s remit and reviewed the annual reporting package delivered at the end of March 2025, alongside the ninth invoice sent by the Commission in April 2025. In accordance with...

ARCHIVED: This content was published in 2018 and is not maintained. This Market Standards Trend Report reviews current market practices and developments arising from the FTSE 350 annual general meeting (AGM) season for 2018...

This Practice Note explores the processes by which directors call board meetings under model articles for private companies limited by shares and for public companies limited by shares (Model Articles). It addresses issuing notice, what notices must contain, and who may attend and be present at board meetings. It reviews corporate governance expectations in the UK Corporate Governance (UKCG) Code. For guidance on the scope of directors’ power and authority to take decisions, whether acting as the full board or through a committee, the duties directors must weigh when deciding, and group company decision-making, see Practice Note: Directors’ decision-making—power, authority and duties. For material on boardroom conduct, including the chair’s role, quorum and voting rules, disclosure of interests in dealings, consideration of board packs and discussion, see Practice Note: Directors’ decision-making—conduct at board meetings. See also Practice Note: Directors’ decision-making—post board meeting formalities for analysis of preparing board minutes and administrative steps after board meetings. For details on decisions taken via the written resolution route and on decision-making by sole...

This Resource Note summarises the core provisions of Rule 21 of the City Code on Takeovers and Mergers (the Code). It covers the limits on an offeror taking frustrating action in connection with an offer, and the approach to inducement fees and other offer-related arrangements. Rule 21 also mandates that competing offerors are given equivalent information, and that the offeree’s independent directors receive all information supplied to external finance providers in a management buy-out. It signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to provide practical direction on the interpretation and application of Rule 21... Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) (Executive), offering informal guidance on how the Executive typically interprets and applies the Code Panel Statements issued by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements...

[ insert company name ] [ LIMITED OR PLC ] (the Company) At a meeting of the Company’s board on [ insert date ], it was resolved that [ [ insert name of single corporate representative ] OR the persons named below ] are appointed as the Company’s corporate representative[ s ] [ for the shares shown next to each name ] to act for the Company [ in person or by remote electronic means ] at the annual general meeting of [ insert company name ] PLC on [ insert date ] at [ insert time ] at [ insert address ] [ , and also via the electronic facilities available through [ insert URL of virtual meeting platform ] (the Virtual Meeting Platform ) ] [ : OR . ] Name Shares [ insert name of multiple corporate representative ] — [ insert number and class of shares for which the representative is appointed ] I certify this is a...

Company number : [ insert number ] The companies act 2006 A [ Private OR Public ] company limited by shares Resolution[S] relating to [ insert company name ] [ Limited OR Plc ] (the Company) During an annual general meeting of the Company, duly convened and held on [ insert ...

[ insert company name ] [ LIMITED OR PLC ] (the Company) Form of proxy—annual general meeting Please read the explanatory notes before filling in this form. I/We, Name of shareholder(s) (for joint holdings, list all joint holders) ...................................................................... ......................................................................, being a member/members of the Company, hereby appoint Name of proxy .................................................................................................................................................. (use block capitals) Tick this box if this proxy appointment is one of multiple appointments. For appointing more than one proxy, please see explanatory note 3 below. Number of shares to which this proxy applies ................................................. Leave blank if appointing a single proxy for all your shares or, if no proxy is named above, the chair of the meeting, as my/our proxy to exercise any or all of my/our rights to attend and speak for me/us and on my/our behalf [ , whether in person or remotely via electronic means, ] at the annual general meeting of the Company (the AGM) to be held at [ insert time ] on [...